Form INC-33 - SPICe MOA - Procedure

Memorandum of Association (MOA) is the charter of a company, which defines the ambit of the operations and the business to be carried on by the company after its incorporation. MOA is one of the basic documents in the constitution of the company and it lays down the reasons for which the company was formed. Further, the company does not have any power to do any act with is not authorised expressly or impliedly by the MOA. Hence, MOA is a very important legal document for all companies. Ministry of Corporate Affairs has recently introduced eMOA or SPICe MOA, which make the process for framing the MOA of a company very easy. In this article, we look at eMOA in detail.

Procedure for Preparing eMOA

eMOA can be prepared in both Hindi and English. Care must be taken while preparing eMOA to ensure its as per the Companies Act, 2013.

MOA - Applicable Table

Prior to preparing the eMOA. Based on the type of company to be incorporated, the appropriate Table as per Schedule I of the Companies Act, 2013 must be selected. The following is the Table as per Schedule I and the relevant Company:

TABLE - A: MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES
TABLE - B: MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
TABLE - C: MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL
TABLE - D: MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY AND NOT HAVING SHARE CAPITAL
TABLE - E: MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY AND HAVING SHARE CAPITAL

Name of the Company

The name of the company must be entered into the place provided. If the name of the company has already been approved, then the SRN number for name approval can be entered to complete the relevant details. (Know about the Company Naming Guidelines)

Registered Office

The state of the company’s registered office as mentioned in SPICe Form INC-32 must be entered here. In case name approval was obtained earlier, then it can be pre-filled based on the SRN of form INC-1. (Know about the Registered Office of a Company)

Main Objects of the Company

The main objects of the company, which are to be pursued by it on incorporation must be entered. Its important to frame the main objects using the help of an experienced professional to ensure its as per the Companies Act, 2013. Sample: "To carry on the business of consultants in all fields, including the business of legal, industrial, business management financial, cost accounting, recruitment personnel management, inventory control, import and export and other technical or non-technical consultants and in particular to prepare Project Reports for all types of industries to set up systems of casting or to give other consultancies on cost accounting, to advise companies on the financial systems, to plan out machinery location and factories, to advise on tax planning, to recruit people for all types of posts in all types of industries or offices and to make representations types of industries or offices and to make representations before any body corporate, authority, corporations, firm, person, or association of persons in any field in which help may be required of the company, including the procurement of materials, machinery or any other items or things required by any body, corporate authority, corporation person, firm or association of persons and to charge fees for such advise and help, whether in India or abroad."

Incidental Objects

Objects that are incidental or ancillary to the main objects of the company and required for achieving the main objects of the company must be provided. In this section clauses like the following can be entered: Sample: "To enter into, make and perform contracts and arrangements, of every kind and description with corporate body, state or central government or any companies, firms or persons that may seem conducive to the company's objectives or any of them and to obtain from any such authority any rights, privileges, charters, contracts, concessions, licences or purchase and sale of any kind of goods, machinery, spare parts, securities, shares, stocks, debentures, ., which the Company for the time being may think desirable to obtain and to carry out, exercise and comply with such arrangements, rights, privileges and concessions."

Share Capital

The total authorised share capital of the company must be provided along with details of distinct kind of share capital having same nominal per share value. In case subclasses of equity and preference are required, then the same format can be prepared separately and attached as scan copy.

MOA Subscriber Sheet

The biggest change in the eMOA is the way for executing MOA Subscriber Sheet. Executing MOA Subscriber Sheet is a long and cumbersome process, requiring the signature of Directors, witness, etc., The eMOA form makes this simple and allows for digital signature of the MOA Subscriber Sheet. In the Subscriber ares, the details of subscribers must be mentioned. Details of the subscribers should match with SPICe or Form INC-32. Hence, its important to enter same DIN or PAN or Passport number as mentioned in the INC-32 for individual subscriber and/or authorized representative of body corporate subscriber. Maximum details of shareholders allowed through form SPICe is seven. In case of more shareholders are required, then the normal incorporation process must be followed. Procedure for executing MOA Subscriber Sheet.

MOA Witness Signature

In eMOA, the witness signature can also be completed by by using a Class 2 digital signature. There is no requirement for the witness to be a Professional (although recommended). Witness must have a valid PAN or DIN or Passport number. Download SPICe Form INC-32. Read the Guide INC-33 SPICe MOA